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Dell Enters into Agreement with Carl Icahn

  Dell Enters into Agreement with Carl Icahn

Business Wire

ROUND ROCK, Texas -- April 16, 2013

Dell Inc. (NASDAQ: DELL) today announced that its Board of Directors, based on
the recommendation of the Board’s Special Committee, has approved an agreement
with Carl Icahn, under which Mr. Icahn and affiliated entities have agreed not
to make purchases that would cause them to own more than 10% of Dell’s shares
or enter into agreements with other shareholders who, together with the Icahn
entities, would collectively own in excess of 15% of Dell’s shares. Dell has
also granted the Icahn entities a limited waiver under Section 203 of the
Delaware General Corporation Law which facilitates Mr. Icahn’s ability to
engage with other Dell stockholders.

Icahn Enterprises had notified Dell on March 14, 2013 of its filing for early
termination of the waiting period under the HSR Act with the United States
Department of Justice and the Federal Trade Commission for permission to
acquire up to 25% of Dell’s outstanding shares. The Icahn request received HSR
approval on April 10, 2013.

As previously disclosed, Mr. Icahn submitted a non-binding alternative
acquisition proposal during the “go-shop” process established under the terms
of the merger agreement with Michael Dell and investment funds affiliated with
Silver Lake Partners and the Special Committee determined that Mr. Icahn’s
proposal could reasonably be expected to result in a superior proposal, as
defined under the terms of the merger agreement.The Special Committee
believes that granting the limited waiver to Mr. Icahn while capping his share
ownership will maximize the chances of eliciting a superior proposal from Mr.
Icahn while at the same time protecting shareholders against potential
accumulation of an unduly influential voting interest.

The agreement with Mr. Icahn will expire upon the earliest of consummation of
the Michael Dell/Silver Lake Partners transaction, consummation of a superior
alternative transaction, or January 15, 2014.

Forward-looking Statements

Any statements in these materials about prospective performance and plans for
the Company, the expected timing of the completion of the proposed merger and
the ability to complete the proposed merger, and other statements containing
the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,”
and similar expressions, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Factors or risks that
could cause our actual results to differ materially from the results we
anticipate include, but are not limited to: (1)the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; (2)the inability to complete the proposed merger due to the
failure to obtain stockholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger, including
that a governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction; (3)the failure to obtain the necessary
financing arrangements set forth in the debt and equity commitment letters
delivered pursuant to the merger agreement; (4)risks related to disruption of
management’s attention from the Company’s ongoing business operations due to
the transaction; and (5)the effect of the announcement of the proposed merger
on the Company’s relationships with its customers, operating results and
business generally.

Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
included in the materials represent our views as of the date hereof. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as representing our
views as of any date subsequent to the date hereof. Additional factors that
may cause results to differ materially from those described in the
forward-looking statements are set forth in the Company’s Annual Report on
Form 10–K for the fiscal year ended February 1, 2013, which was filed with the
SEC on March 12, 2013, under the heading “Item 1A—Risk Factors,” and in
subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.

Additional Information and Where to Find It

In connection with the proposed merger transaction, the Company filed with the
SEC a preliminary proxy statement and other documents relating to the proposed
merger on March29, 2013. When completed, a definitive proxy statement and a
form of proxy will be filed with the SEC and mailed to the Company’s
stockholders. Stockholders are urged to read the definitive proxy statement
when it becomes available and any other documents to be filed with the SEC in
connection with the proposed merger or incorporated by reference in the proxy
statement because they will contain important information about the proposed
merger.

Investors will be able to obtain a free copy of documents filed with the SEC
at the SEC’s website at http://www.sec.gov. In addition, investors may obtain
a free copy of the Company’s filings with the SEC from the Company’s website
at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by
directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn:
Investor Relations, (512) 728-7800, investor_relations@dell.com.

The Company and its directors, executive officers and certain other members of
management and employees of the Company may be deemed “participants” in the
solicitation of proxies from stockholders of the Company in favor of the
proposed merger. Information regarding the persons who may, under the rules of
the SEC, be considered participants in the solicitation of the stockholders of
the Company in connection with the proposed merger, and their direct or
indirect interests, by security holdings or otherwise, which may be different
from those of the Company’s stockholders generally, will be set forth in the
proxy statement and the other relevant documents to be filed with the SEC. You
can find information about the Company’s executive officers and directors in
its Annual Report on Form 10-K for the fiscal year ended February 1, 2013 and
in its definitive proxy statement filed with the SEC on Schedule 14A on May
24, 2012.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide
innovative technology, business solutions and services they trust and value.
For more information, visit www.Dell.com. You may follow the Dell Investor
Relations Twitter account at: http://twitter.com/Dellshares. To communicate
directly with Dell, go to www.Dell.com/Dellshares.

Contact:

Media
Contacts for the Special Committee:
Sard Verbinnen & Co.
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
212-687-8080
 
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